Annette Bening

Has Warren Beatty Finally Met His Match?

During the filming of the not-yet-released movie ``Bugsy,`` Annette Bening, 33, described her relationship with her 54-year-old co-star Warren Beatty as ``strictly professional.`` Although some people on the set suspected there was more to their relationship than work, few, if any, expected a baby from their union. Yet on July 15 the couple announced that they are expecting.

So Warren Beatty finally realized that at 54, with the ``wrinkles and lines popping out all over his brow,`` to borrow a line from lyricist Alan J. Lerner, his lothario act was beginning to look a bit desperate.

Perhaps his ill-advised stint with Madonna finally brought him face-to-face with the unhappy reality that his foggy romantic pose easily could be made to look ridiculous.

In any case, he has decided to follow the example of his closest friend and rival in all things, Jack Nicholson, who at 53 started a family. While Beatty hasn`t necessarily settled on a wife, he has chosen a mother for his first child.

So who is this Annette Bening and what has she got that Natalie Wood, Joan Collins, Leslie Caron, Goldie Hawn, Diane Keaton, Julie Christie, Isabelle Adjani, Carly Simon, Madonna and heaven knows how many other women didn`t?

In person, Bening, 33, currently starring as Harrison Ford`s wife in

``Regarding Henry,`` is striking, with a sleek, long-legged body and a classic face.

But what comes across most strongly, even in a casual conversation, is her enthusiasm, her intelligence and her self-control. This is not a woman who is about to let you in on any more of her life than she has to.

Talking recently about Virginia Hill, the gangster`s moll she plays in

``Bugsy,`` the film she has just finished making, the one on which she met Beatty, she says: ``Virginia was a great gal-very tough, very smart, volatile as hell. I watched film of her testimony before the Senate hearings on organized crime and gambling, and she was great. She gave away nothing.``

It`s not a bad description of Bening herself. She too had to be tough and smart to work her way up as systematically and as quickly as she did. Bening went from the anonymity of regional theater in San Francisco to Broadway

(where her reviews were never less than rapturous), to small parts in films, to her 1990 Oscar-nominated ``Grifters`` role, where she played the deliciously conniving Myra Langtry and left her co-stars foundering in her wake.

Bening is a woman who, while she talks prodigiously-ask her a question and she can go on without pause for half an hour-doesn`t give away much and likes to live dangerously.

``If you don`t like to talk about your private life,`` she says, smiling enigmatically, ``they call you a mystery woman. But I think a great actor is a thing of mystery.``

She admits she finds herself out of step with the ``play-it-safe, stay-out-of-trouble`` school of thought.

``and what`s wrong with that? It sounds good except that for growth and for exploring and evolving, you have to be willing to be insecure because that`s what change is. I find myself instinctively drawn to things that I feel are a little risky.``

There was little in Bening`s early life to suggest that this all-American girl would go for a high-wire act as potentially fraught with danger as joint parenthood with Beatty.

The fourth and youngest child of an insurance salesman and a professional church singer who moved their family from Topeka, Kan., to San Diego, Bening started acting in high school.

To this day the mention of her name brings a dewy-eyed smile to her high school drama teacher`s face.

``She was beautiful and lively, with an unusual talent and a great deal of poise,`` Anne Krill told the Los Angeles Times.

Unlike her idol, Meryl Streep, whose education was Ivy League all the way, the very middle-class Bening attended junior college in her home town for two years and then San Francisco State University.

But her talent was enough to get her admitted to the American Conservatory Theater school in San Francisco, one of 32 students chosen from 600, and then into the prestigious ACT stage company for five years.

When she made her Broadway debut in ``Second Stage`` her reviews were ecstatic.

Director Mike Nichols picked her up for two plays that never made it to the stage and then gave her a small-but-striking role in ``Postcards From the Edge`` last year as the actress who sleeps with Streep`s boyfriend, Dennis Quaid.

Nichols remains a fan. Meeting Bening, he said in a Los Angeles Times interview, was like meeting his wife (TV anchorwoman Diane Sawyer) for the first time.

``You think nobody can be that perfect, but she is,`` Nichols said.

Bening first captured Beatty`s attention when he read a review of her screen-chewing, man-eating performance in ``The Grifters,`` which described her as ``a sex fantasy come to luscious life.``